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10.8. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 11. Liens and Taxes. 11.1. City shall keep the parking meter equipment free and clear of all levies, liens, and encumbrances, except those created by this Agreement City shall pay, when due, sales tax in conjunction with this Agreement 12. Notices. 12.1. All notices under this Agreement must be in writing, shall refer to the title and effective date of this Agreement, and shall be sufficient if given personally, sent and confirmed electronically, or mailed certified, return receipt requested, postage prepaid, and at the address hereinafter set forth or to such address as such party may provide in writing from time to time. Any such notice will be deemed to have been received five days subsequent to mailing. Notices shall be sent to the following addresses: IPS: City: IPS Group, Inc. Redwood City 5601 Oberlin Dr, Suite 100 1017 Middlefield Road San Diego, CA 92121 Redwood City, CA 94063 Attn: Chad Randall Attn: Christian Hammack chad.randall @ipsgroupinc.com Email: chammack @redwoodcity.org tel: 858-4040-0607 Tel: 650-780-7378 13. Relationship of the Parties. 13.1. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association between the parties, and both parties shall be and remain independent entities. Neither party has the right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever, except as otherwise provided in this Agreement 14. Assignment. 14.1. Should the City enter into an agreement with a third party for parking operations during the term of this Agreement, IPS shall provide that operator the same rights, terms, and conditions as included in this Agreement. Such assignment shall not be effective unless and until the City has provided notice to the IPS of such assignment, and any such third party will be required to adhere to all terms and conditions contained herein. 14.2. IPS may not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which shall not be unreasonably withheld. 15. General Provisions. 15.1. Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of this Agreement REV: 05-05-1615 Page 10 of 177 ATTY/AGR.2016.094/IPS Group